Re: Scrip Code 542602; Scrip Code 959990, 958770, 959074 ...

Embassy Office Parks Real Estate Investment Trust (REIT) Principle Place of Business: Royal Oaks, Embassy Golflinks Business Park, Off Intermediate Ring Road, Bangalore, Karnataka, India – 560 071. | T: + 91 80 3322 0000/2222 | F: +91 80 4903 0046 www.embassyofficeparks.com | SEBI Reg. No.IN/REIT/17-18/0001

December 11, 2020

To,

The Corporate Relations Department The Corporate Relations Department The National Stock Exchange of India Ltd. Department of Corporate Services Exchange Plaza, 5th Floor, BSE Limited Plot No. C/1, G-Block, 25th Floor, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Mumbai – 400001 Bandra (E), Mumbai - 400051 Re: Scrip Code 542602; Scrip Code 959990, 958770, 959074 and 960165 (NCD’s) and Scrip Symbol “EMBASSY”

Dear Sir/Madam

Sub: Intimation of Voting results of the Extraordinary Meeting of the Unitholders of Embassy Office Parks REIT (“Embassy REIT”) held on December 10, 2020 We wish to inform you that the Unitholders of Embassy Office Parks Real Estate Investment Trust at their Extraordinary Meeting convened on Thursday, December 10, 2020 at 11:00 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) have, with requisite majority, duly approved the items as set out in the Extraordinary Meeting Notice dated November 17, 2020. Details of the voting results along with the copy of the Scrutinizer's report are enclosed as Annexure I and II respectively for your reference and the same is available on https://ir.embassyofficeparks.com/ Embassy REIT facilitated live webcast of proceedings of the meeting. The archive of webcast of the Extraordinary Meeting is made available on Embassy REIT’s website: https://ir.embassyofficeparks.com/ Kindly take the same on record. Thanking you, Yours sincerely, For and on behalf of Embassy Office Parks REIT acting through its Manager, Embassy Office Parks Management Services Private Limited Deepika Srivastava Company Secretary & Compliance Officer A23654

Encl: As above

https://ir.embassyofficeparks.com/

https://ir.embassyofficeparks.com/

Resolution No.

Resolution required:

Whether Sponsor/ Sponsor Group are

interested in the agenda/resolution?

Category Mode of VotingNo. of units held

(1)

No. of votes

polled (2)

% of Votes Polled

on outstanding

units

(3)=[(2)/(1)]* 100

No. of Votes – in

favour (4)

No. of Votes –

against (5)

% of Votes in

favour on votes

polled

(6)=[(4)/(2)]*100

% of Votes

against on votes

polled

(7)=[(5)/(2)]*100

Votes Invalid (8)Votes Abstained

(9)

E-Voting 0 0.0000 0 0 0.0000 0.0000 0 115,576,747

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 0 0.0000 0 0 0.0000 0.0000 0 115,576,747

E-Voting 156,750,057 71.8790 156,659,657 90,400 99.9423 0.0577 45,695,218 61,324,743

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 156,750,057 71.8790 156,659,657 90,400 99.9423 0.0577 45,695,218 61,324,743

E-Voting 3,516,000 4.4815 3,516,000 0 100.0000 0.0000 0 74,885,553

Poll 45,800 0.0584 45,800 0 100.0000 0.0000 0 8,400Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 3,561,800 4.5399 3,561,800 0 100.0000 0.0000 0 74,893,953Total 771,665,343 160,311,857 20.7748 160,221,457 90,400 99.9436 0.0564 45,695,218 251,795,443

1

SIMPLE MAJORITY - TO CONSIDER AND APPROVE THE ETV ACQUISITION FOR AN ENTERPRISE VALUE OF ₹97,824 MILLION

Sponsor & Sponsor Group

Public- Institutions

Public- Non Institutions 78,455,753

218,074,800

475,134,790

Yes

Note:

1. Votes mentioned against Poll are the votes casted electronically through e-voting during the EM

2. As Resolution No. 1 relates to a related party transaction, any votes cast by a related party in respect of Resolution no. 1 have not been considered

No. of Unitholders attended the meeting through Video Conferencing

Sponsor & Sponsor Group: 28

Public: 15

Date of the EM 10-12-2020

Total Number of Unitholders as at the Cut-off date- December 04, 2020 8283

Public: Not Applicable

Annexure - I

COMBINED VOTING RESULTS OF THE EXTRAORDINARY MEETING (EM) OF THE UNITHOLDERS OF THE TRUST HELD ON DECEMBER 10, 2020

EMBASSY OFFICE PARKS REIT

No. of Unitholders present in the meeting either in person or through proxy:

Sponsor & Sponsor Group: Not Applicable

Resolution No.





(1)

No. of votes

polled (2)

% of Votes Polled

on outstanding

units

(3)=[(2)/(1)]* 100

No. of Votes – in

favour (4)

No. of Votes –

against (5)

% of Votes in

favour on votes

polled

(6)=[(4)/(2)]*100

% of Votes

against on votes

polled

(7)=[(5)/(2)]*100


(9)

E-Voting 475,042,845 99.9806 475,042,845 0 100.0000 0.0000 0 91,945

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 475,042,845 99.9806 475,042,845 0 100.0000 0.0000 0 91,945

E-Voting 156,750,057 71.8790 156,659,657 90,400 99.9423 0.0577 45,695,218 61,324,743

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 156,750,057 71.8790 156,659,657 90,400 99.9423 0.0577 45,695,218 61,324,743

E-Voting 3,516,000 4.4815 3,509,000 7,000 99.8009 0.1991 0 74,885,553

Poll 45,800 0.0584 45,800 0 100.0000 0.0000 0 8,400

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 3,561,800 4.5399 3,554,800 7,000 99.8035 0.1965 0 74,893,953Total 771,665,343 635,354,702 82.3355 635,257,302 97,400 99.9847 0.0153 45,695,218 136,310,641

2

SIMPLE MAJORITY - TO CONSIDER AND GRANT AUTHORITY TO BORROW UP TO 35% OF THE GROSS ASSET VALUE OF THE EMBASSY REIT AND MATTERS RELATED THERETO

Note: Votes mentioned against Poll are the votes casted electronically through e-voting during the EM



218,074,800

475,134,790

No


Resolution No.





(1)

No. of votes

polled (2)

% of Votes Polled

on outstanding

units

(3)=[(2)/(1)]* 100

No. of Votes – in

favour (4)

No. of Votes –

against (5)

% of Votes in

favour on votes

polled (valid

votes)

(6)=[(4)/(2)]*100

% of Votes

against on votes

polled

(7)=[(5)/(2)]*100


(9)

E-Voting 475,042,845 99.9806 475,042,845 0 100.0000 0.0000 0 91,945

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 475,042,845 99.9806 475,042,845 0 100.0000 0.0000 0 91,945

E-Voting 156,750,057 71.8790 156,299,057 451,000 99.7123 0.2877 45,695,218 61,324,743

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 156,750,057 71.87903279 156,299,057 451,000 99.7123 0.2877 45,695,218 61,324,743

E-Voting 3,516,000 4.4815 3,516,000 0 100.0000 0.0000 0 74,885,553

Poll 45,800 0.0584 800 45,000 1.7467 98.2533 0 8,400

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 3,561,800 4.5399 3,516,800 45,000 98.7366 1.2634 0 74,893,953

Total 771,665,343 635,354,702 82.3355 634,858,702 496,000 99.9219 0.0781 45,695,218 136,310,641

218,074,800

475,134,790Sponsor & Sponsor Group


No

3

SPECIAL MAJORITY - TO CONSIDER AND APPROVE RAISING OF FUNDS THROUGH AN INSTITUTIONAL PLACEMENT(S) OF UNITS OF EMBASSY REIT NOT EXCEEDING ₹80,000 MILLION TO

INSTITUTIONAL INVESTORS IN ONE OR MORE PLACEMENTS



Resolution No.





(1)

No. of votes

polled (2)

% of Votes Polled

on outstanding

units

(3)=[(2)/(1)]* 100

No. of Votes – in

favour (4)

No. of Votes –

against (5)

% of Votes in

favour on votes

polled (valid

votes)

(6)=[(4)/(2)]*100

% of Votes

against on votes

polled (valid

votes)

(7)=[(5)/(2)-

(8)]*100


(9)

E-Voting 475,042,845 99.9806 475,042,845 0 100.0000 0.0000 0 91,945

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 475,042,845 99.9806 475,042,845 0 100.0000 0.0000 0 91,945

E-Voting 156,750,057 71.8790 156,542,057 208,000 99.8673 0.1327 45,695,218 61,324,743

Poll 0 0.0000 0 0 0.0000 0.0000 0 0

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 156,750,057 71.87903279 156,542,057 208,000 99.8673 0.1327 45,695,218 61,324,743

E-Voting 3,511,600 4.4759 3,510,600 1,000 99.9715 0.0285 0 74,889,953

Poll 45,800 0.0584 10,800 35,000 23.5807 76.4193 0 8,400

Postal Ballot (if

applicable) 0 0.0000 0 0 0.0000 0.0000 0 0

Total 3,557,400 4.5343 3,521,400 36,000 98.9880 1.0120 0 74,898,353Total 771,665,343 635,350,302 82.3350 635,106,302 244,000 99.9616 0.0384 45,695,218 136,315,041



218,074,800Public- Institutions

475,134,790

No

4

SPECIAL MAJORITY- TO CONSIDER AND APPROVE A PREFERENTIAL ISSUE OF UP TO 65,579,400 UNITS OF EMBASSY REIT AT A PRICE OF ₹356.70 PER UNIT


RUPAL D. JHAVERI COMPANY SECRETARY 207, 2ND Floor, Regent Chambers, 208, Jamnalal Bajaj Road, Nariman Point, Mumbai- 400 021. Tel.: 022 4344 0103

Combined Scrutinizer’s Report on remote e-voting & e-voting conducted at the Extraordinary

Meeting (“EM”) of the Unitholders of Embassy Office Parks Real Estate Investment Trust (“Embassy

REIT”) held on Thursday, December 10, 2020 at 11:00 a.m. IST through video conferencing (‘VC’) /

other audio visual means (‘OAVM’).

To,

Deepika Srivastava,

Company Secretary

Embassy Office Parks Management Services Private Limited

Manager to “Embassy REIT”

Royal Oaks, Embassy Golflinks Business Park,

Off Intermediate Ring Road, Bengaluru – 560071, Karnataka, India.

Sub: Passing of Resolution(s) through Remote e-voting as well as e-voting conducted at the

Extraordinary Meeting.

Embassy Office Parks Management Services Private Limited referred to as “EOPMSPL” is the

Manager of “Embassy Office Parks Real Estate Investment Trust” (hereinafter referred to as the

“Embassy REIT”). EOPMSPL had appointed me as the Scrutinizer for the remote e-voting process as

well as to scrutinize the e-voting conducted at the EM by the Manager to Embassy REIT. I say, I am

familiar and well versed with the concept of remote e-voting and e-voting system at the EM and I also

confirm that the EM was conducted in fair and transparent manner.

Report on Scrutiny:

The notice dated November 17, 2020, as confirmed by EOPMSPL was sent to the Unitholders

of Embassy REIT in respect of the below mentioned resolutions passed at the EM of Embassy

REIT through electronic mode to those Unitholders whose email addresses are registered with

Embassy REIT / Depositories, in compliance with the circular number

SEBI/HO/DDHS/DDHS/CIR/P/2020/102 dated June 22, 2020 and circular number

SEBI/HO/DDHS/DDHS/CIR/P/2020/201 dated October 8, 2020 issued by the Securities and

Exchange Board of India.

EOPMSPL had availed the services of National Securities Depository Limited (“NSDL”) for

conducting remote e-voting by the Unitholders of Embassy REIT and e-voting at the said EM.

KFin Technologies Private Limited are the Registrar and Share Transfers Agents “RTA” for

the Unitholders of the Embassy REIT.

The remote e-voting period commenced on Monday, December 7, 2020 (9.00 a.m. IST) and

ended on Wednesday, December 9, 2020 (5:00 p.m. IST) and the NSDL remote e-voting

platform was disabled thereafter.

EOPMPSL had also provided e-voting facility to the Unitholders present at the EM through

VC / OAVM and who had not cast their votes earlier.

The Unitholders of Embassy REIT holding Units as on the “cut-off” date of Friday,

December 4, 2020 were entitled to vote on the resolutions as contained in the Notice of the

EM.

After the closure of e-voting at the EM, the report on voting done at the meeting and the votes

cast under remote e-voting facility were unblocked and were counted.

I have scrutinized and reviewed the remote e-voting and e-voting at the meeting and votes

cast therein based on the data downloaded from the NSDL e-voting system.

The Management of EOPMSPL is responsible to ensure compliance with the Requirements of

with respect to remote e-voting and e-voting at the EM on the resolutions contained in the

notice of the EM.

For the purpose of ensuring that the Members who have cast their votes through remote e-

voting do not vote again at the EM, NSDL provided us with the names, DP ID / Client ID /

Folio nos. and shareholding of the members who had cast their votes through remote e-voting.

Subsequently, the votes cast through remote e-voting and voting at meeting were unblocked

at around 12.15 p.m. on December 10, 2020 in the presence of two witnesses and the voting

summary statement was downloaded from NSDL (https://www.evoting.nsdl.com).

My responsibility as scrutinizer for the remote e-voting and the e-voting at the EM is

restricted to making a Scrutinizer’s Report of the votes cast in favour or against the

resolutions. I now submit my combined Report as under on the result of the remote e-voting

and the e-voting at the EM in respect of the said resolutions.

https://www.evoting.nsdl.com/

RESOLUTION No. 1 of the Notice (To be passed by a simple majority)

TO CONSIDER AND APPROVE THE ETV ACQUISITION FOR AN ENTERPRISE VALUE

OF RS. 97,824 MILLION.

(i) Voted for the Resolution:

Mode Number

of

members

voted

Number of votes

cast in favour of the

resolution

% of total

number of

valid votes

cast

Remote e-voting 153 160,175,657 99.9436

Voting through electronic

means 4 45,800 100.0000

Total 157 160,221,457 99.9436

(ii) Voted against the Resolution:

Mode

Number

of

members

voted

Number of votes

cast against the

resolution

% of total

number of

valid votes

cast

Remote e-voting 1 90,400 0.0564


means 0 0 0.0000

Total 1 90,400 0.0564

(iii) Invalid votes:

Mode Number of

members Number of votes cast

Remote e-voting 36 45,695,218


means 0 0

Total 36 45,695,218

Resolution No. 1 of the Notice is passed with the requisite majority.

Note:

As Resolution No. 1 relates to a related party transaction, any votes cast by a related party in

respect of Resolution No. 1 have not been considered.

Resolution No. 2 of the Notice (To be passed by a simple majority)

TO CONSIDER AND GRANT AUTHORITY TO BORROW UP TO 35% OF THE GROSS

ASSET VALUE OF THE EMBASSY REIT AND MATTERS RELATED THERETO


Mode Number

of

members

voted

Number of votes


resolution

% of total

number of

valid votes

cast

Remote e-voting 177 635,211,502 99.9847


means 4 45,800 100.0000

Total 181 635,257,302 99.9847


Mode

Number

of

members

voted

Number of votes

cast against the

resolution

% of total

number of

valid votes

cast



means 0 0 0

Total 5 97,400 0.0153


Mode Number of




means 0 0

Total 36 45,695,218


Resolution No. 3 of the Notice (To be passed by a special majority)

TO CONSIDER AND APPROVE RAISING OF FUNDS THROUGH AN INSTITUTIONAL

PLACEMENT(S) OF UNITS OF EMBASSY REIT NOT EXCEEDING RS. 80,000 MILLION

TO INSTITUTIONAL INVESTORS IN ONE OR MORE PLACEMENTS


Mode Number

of

members

voted

Number of votes


resolution

% of total

number of

valid votes

cast

Remote e-voting 178 634,857,902 99.9290


means 1 800 1.7467

Total 179 634,858,702 99.9219


Mode

Number

of

members

voted

Number of votes

cast against the

resolution

% of total

number of

valid votes

cast



means 3 45,000 98.2533

Total 7 496,000 0.0781


Mode Number of




means 0 0

Total 36 45,695,218


Resolution No. 4 of the Notice (To be passed by a special majority)

TO CONSIDER AND APPROVE A PREFERENTIAL ISSUE OF UP TO 65,579,400 UNITS

OF EMBASSY REIT AT A PRICE OF RS. 356.70 PER UNIT


Mode Number

of

members

voted

Number of votes


resolution

% of total

number of

valid votes

cast

Remote e-voting 176 635,095,502 99.9671


means 3 10,800 23.5808

Total 179 635,106,302 99.9616


Mode

Number

of

members

voted

Number of votes

cast against the

resolution

% of total

number of

valid votes

cast



means 1 35,000 76.4192

Total 4 244,000 0.0384


Mode Number of




means 0 0

Total 36 45,695,218


All the Resolutions mentioned in the Extraordinary Meeting Notice dated November 17, 2020 as per

the details above stand passed under remote e-voting and e-voting conducted at the EM with the

requisite majority and hence are deemed to be passed as on the date of the EM.

I hereby confirm that I am maintaining the Registers received from the Service Provider and the RTA

both for votes cast through remote e-voting and e-voting conducted at the EM by the Unitholders of

the Embassy REIT. All other relevant records relating to the remote e-voting and e-voting conducted

at the EM are under my safe custody and will be handed over to the Company Secretary of

EOPMSPL for safe keeping, after the Chairman at the EM signs the Minutes.

Thanking you,

Yours faithfully

______________

Rupal D. Jhaveri

Practicing Company Secretary

FCS No.: 5441

CP No.: 4225

ICSI UDIN: F005441B001460422

Place: Mumbai

Date: December 11, 2020

I Accept:

_____________

Deepika Srivastava,

Company Secretary

Embassy Office Parks Management Services Private Limited

Manager to “Embassy REIT”

Place: Bengaluru

Date: December 11, 2020

Re: Scrip Code 542602; Scrip Code 959990, 958770, 959074 ...

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